Right of First Refusal: Keeping LLC Ownership in the Right Hands
One of the biggest threats to the long-term stability of an LLC is when ownership changes hands unexpectedly or without member input. Whether it’s...
8 min read
Leaving a multi-member LLC isn’t as simple as walking away. Unlike a sole proprietorship, your departure affects ownership rights, financial obligations, and legal responsibilities for both you and the remaining members.
Legal GPS Pro
Protect your business with our complete legal subscription service, designed by top startup attorneys.
- ✅ Complete Legal Toolkit
- ✅ 100+ Editable Contracts
- ✅ Affordable Legal Guidance
- ✅ Custom Legal Status Report
Your exit will depend on your LLC’s operating agreement, state laws, and how other members want to proceed. You may be able to sell your interest, negotiate a buyout, or, in some cases, dissolve the LLC altogether. No matter your approach, handling the exit correctly can prevent disputes, protect your financial interests, and avoid lingering liabilities.
1. Review the LLC Operating Agreement
Before taking any action, check your LLC’s operating agreement—it should outline how members can exit the business. If your agreement includes a buyout process or transfer restrictions, you’ll need to follow those terms before leaving.
Key Provisions to Look For
- Buyout clauses – Does the agreement allow for members to be bought out? If so, how is the price determined?
- Transfer restrictions – Can you sell your ownership interest to an outside buyer, or must it stay within the LLC?
- Voting requirements – Does your exit require unanimous approval or just a majority vote?
- Dissolution terms – If the LLC cannot continue without you, is dissolution required?
If your LLC doesn’t have an operating agreement, your exit will be governed by state default laws, which often allow you to leave but may not provide a clear process for valuation or buyouts.
Pro Tip – Operating Agreements Help Prevent Disputes—Check Them First Before Attempting to Exit
An unclear or missing operating agreement can lead to conflicts, especially if other members disagree on your exit terms. Before proceeding, make sure you understand your rights and obligations under the agreement.
2. Determine the Best Exit Strategy
Once you’ve reviewed your operating agreement, the next step is deciding how you’ll exit the LLC. Your options depend on whether the business will continue without you and whether other members are willing to buy your share.
Common Exit Strategies for a Multi-Member LLC
- Sell Your Membership Interest to an Existing Member
- The simplest and most common option.
- Allows the remaining members to retain full control over the business.
- Often requires a formal valuation of your ownership percentage.
- Negotiate a Buyout Agreement
- If members agree to buy you out, the price is typically based on the LLC’s financials and any buyout terms in the operating agreement.
- The buyout can be structured as a lump sum or installment payments.
- Sell Your Membership Interest to a Third Party
- If allowed by the operating agreement, you can sell your ownership stake to an outside buyer.
- Other members may have a right of first refusal, meaning they get the first opportunity to buy before an external sale.
- Dissolve the LLC (If Members Agree)
- If all members are leaving or the business can’t continue without you, dissolution may be the best option.
- Requires settling debts, liquidating assets, and filing Articles of Dissolution with the state.
Pro Tip – Choosing the Right Exit Strategy Depends on Whether Other Members Want to Continue the Business
If the LLC is thriving, other members may eagerly buy you out or allow a transfer. But if the business is struggling, exiting may require more negotiation—or even dissolution.
3. Negotiating a Buyout With Other Members
If your fellow LLC members are willing to buy out your share, negotiating fair terms is the next step. A buyout allows you to exit cleanly while ensuring the LLC continues operating without disruption.
Example – A Member Who Exited Through a Phased Buyout Over Time
John co-owned a marketing agency LLC but wanted to leave to start a new business. The LLC couldn’t afford a full buyout immediately, so they structured a 24-month installment plan, allowing John to exit while receiving payments over time. This approach kept the LLC financially stable while ensuring John got his fair share.
How to Structure a Fair Buyout
- Determine the Value of Your Membership Interest
- The operating agreement may already specify how membership interests are valued.
- If no set formula exists, valuation can be based on:
- Business assets and liabilities (net worth of the company).
- Earnings and cash flow (based on past revenue).
- Market value (if a third party were to buy the LLC).
- Hiring a business appraiser can provide a fair market valuation.
- Decide on the Payment Structure
- Lump-sum buyout: The LLC or remaining members pay your full share upfront.
- Installment payments: The LLC buys out your interest over time, reducing financial strain on the business.
- Earnout agreement: You receive payments based on the LLC’s future revenue over a set period.
- Draft a Formal Buyout Agreement
- Work with an attorney to document the terms of your exit.
- Include provisions covering:
- The purchase price and payment schedule.
- The date of ownership transfer.
- Whether you retain any voting rights until fully paid.
- Protections against future liability.
Pro Tip – If the LLC Can’t Afford a Lump-Sum Buyout, Consider an Installment Plan
Some LLCs don’t have enough cash for an immediate full buyout—but that doesn’t mean you can’t exit. Negotiating an installment or earnout agreement can make it easier for both you and the LLC to transition smoothly.
4. Selling Your LLC Membership Interest to a Third Party
If the remaining LLC members aren’t interested in buying your share, you may be able to sell your ownership interest to an outside buyer. However, this option depends on whether your operating agreement or state laws allow membership transfers to non-members.
Example – A Business Partner Who Sold Their Share to an Investor Instead of an Existing Member
Jane owned 30% of a boutique fitness studio but wanted to exit. The other LLC members weren’t interested in buying her share, so she found a local investor who wanted to enter the fitness industry. After negotiating terms, the investor acquired her membership stake, giving Jane a fair exit while allowing the business to continue growing.
Can You Sell Your LLC Interest to an Outside Buyer?
- Check Transfer Restrictions in the Operating Agreement
- Some agreements prohibit third-party sales or require member approval before selling to an outsider.
- Others may grant existing members a right of first refusal (ROFR), meaning they get the first chance to buy your stake before outside buyers.
- State Laws on Membership Interest Sales
- If no agreement exists, state LLC laws may determine whether you can sell.
- Some states allow members to sell economic rights (profits) but not voting rights without full approval.
Legal GPS Pro
Protect your business with our complete legal subscription service, designed by top startup attorneys.
- ✅ Complete Legal Toolkit
- ✅ 100+ Editable Contracts
- ✅ Affordable Legal Guidance
- ✅ Custom Legal Status Report
How to Sell Your LLC Interest to an External Buyer
- Find a Buyer
- Look for competitors, investors, or employees who may want to acquire your ownership stake.
- If your LLC has valuable assets or brand recognition, you may attract strategic buyers.
- Negotiate Sale Terms
- Determine the purchase price based on business valuation.
- Decide whether the buyer will inherit voting rights or just economic interest.
- Ensure the buyer understands any LLC liabilities they may assume.
- Get Member Approval (If Required)
- If the agreement requires a vote, present the sale to existing members for approval.
- If they reject the sale, you may need to negotiate an internal buyout instead.
- Draft a Membership Interest Purchase Agreement
- Work with an attorney to document:
- The purchase price and payment terms
- Transfer of voting rights (if applicable)
- Liability protections for the seller
- Tax implications for both parties
- Work with an attorney to document:
Pro Tip – Selling to a Third Party Is Easier If Your LLC Allows Partial Transfers
If your operating agreement allows full membership interest transfers, selling to an outsider is straightforward. But if only economic rights can be transferred, the new buyer may not have a say in business decisions, making the sale less attractive.
5. Handling Debt and Financial Obligations Before Exiting
Before finalizing your exit, you must settle or transfer any financial obligations tied to the LLC. If you leave without addressing debts, you could remain personally liable for outstanding business obligations—especially if you signed personal guarantees.
How to Handle LLC Debt Before Exiting
- Identify Outstanding LLC Debts
- Review business loans, credit lines, unpaid vendor invoices, lease agreements, and tax obligations.
- Determine if you personally guaranteed any of these debts—if so, you can’t walk away from liability just by selling your share.
- Negotiate a Release From Personal Guarantees
- If you personally guaranteed an LLC loan or lease, you must get written confirmation from lenders or landlords that you are no longer responsible.
- Some buyers or remaining members may agree to assume the debt in exchange for a lower buyout price.
- Ensure LLC Taxes Are Current
- Make sure all state and federal business taxes are paid before you exit.
- If taxes remain unpaid, the IRS or state tax agencies could hold you personally liable, depending on the type of tax.
- Update Business Bank Accounts and Contracts
- If you’re a co-signer on an LLC bank account, ensure your name is removed.
- If contracts are still in your name, transfer them to the LLC or another member.
Pro Tip – Always Clarify Whether You’re Personally Liable for LLC Debts Before Signing an Exit Agreement
Even after leaving, creditors can still pursue you if your name remains on business loans or leases. Always get official confirmation that you are released from liability before finalizing your exit.
6. Filing the Proper Legal and Tax Documents
Once you’ve negotiated your exit and settled financial obligations, you need to finalize the legal and tax paperwork to make your departure official. Failing to do this properly could result in unexpected tax liabilities, continued legal obligations, or complications for the remaining members.
Example – A Departing Member Who Failed to Update State Records and Faced Tax Complications Later
After leaving his real estate investment LLC, Mike assumed he was no longer responsible for its taxes. However, because his name was still listed as an owner in state records, he received a tax notice two years later demanding unpaid business taxes. He had to go through a legal process to prove he had exited years earlier.
Key Legal Steps for Exiting an LLC
- Amend the LLC’s Operating Agreement and Ownership Records
- If your exit changes the ownership structure, the LLC’s operating agreement may need to be updated.
- Remaining members should file an amendment with the state business registration office if required.
- File Membership Transfer or Buyout Agreements
- If selling your share, draft and sign a Membership Interest Purchase Agreement to legally transfer ownership.
- If dissolving the LLC, file Articles of Dissolution with the state.
- Notify the IRS and State Tax Agencies
- If the LLC is dissolving or changing ownership, update the IRS regarding changes to:
- EIN (Employer Identification Number) status
- Tax classifications (if the LLC was taxed as an S-corp or partnership)
- File your final tax return for LLC income to avoid penalties.
- If the LLC is dissolving or changing ownership, update the IRS regarding changes to:
- Withdraw From Business Licenses and Permits
- Remove your name from business licenses, permits, and state registrations to prevent future liability.
Pro Tip – If You’re Leaving, Make Sure Your Name Is Removed From All Official LLC Records
Simply agreeing to exit the LLC isn’t enough—state and IRS records must be updated, or you could still be held responsible for future tax filings and business debts.
7. What If the LLC Won’t Let You Exit?
In some cases, an LLC’s remaining members may refuse to buy you out or block your attempt to sell your ownership interest. If your operating agreement doesn’t provide a clear exit path, you may need to explore legal options to leave the LLC.
Steps to Exit an LLC When Members Refuse to Cooperate
- Check State Default Laws
- If your operating agreement doesn’t cover voluntary exits, state laws usually allow members to withdraw by providing formal written notice.
- In some states, withdrawing members lose voting rights but may still retain financial interest in profits.
- Force a Buyout Through Mediation or Arbitration
- If members won’t negotiate, check if your operating agreement allows mediation or arbitration for disputes.
- Many LLC agreements include mandatory dispute resolution clauses to prevent legal battles.
- Petition for Judicial Dissolution (Last Resort)
- If the LLC is mismanaged or blocking your ability to exit, some states allow you to petition the court to dissolve the LLC.
- Courts typically require proof that the LLC can’t operate fairly or that remaining members are violating agreements.
- Sell Economic Interest Instead of Full Membership
- If you can’t sell your full membership, you may be able to sell just your economic interest (right to profits) to another party.
- This means you’re no longer involved in business decisions but can still collect financial distributions.
Pro Tip – If Your Operating Agreement Doesn’t Address Exits, State Laws May Allow You to Withdraw Under Specific Conditions
Even if your LLC’s members refuse to cooperate, state laws often give you the right to exit with proper notice. However, without a buyout agreement, you may only be entitled to financial distributions—not a lump sum payout.
Conclusion
Exiting a multi-member LLC requires careful planning to protect your financial interests and avoid legal complications. Whether you’re selling your share, negotiating a buyout, or dissolving the LLC, following the right steps ensures a smooth transition.
Key Takeaways for Exiting a Multi-Member LLC:
- Review your operating agreement to understand buyout terms, voting requirements, and transfer restrictions.
- Choose the right exit strategy—sell to a member, transfer to an external buyer, or dissolve the LLC.
- Negotiate a fair buyout by valuing your ownership interest and structuring payment terms.
- Handle financial obligations before exiting—especially personal guarantees and outstanding business debts.
- File the proper legal and tax documents to officially remove your name from LLC records.
- If the LLC blocks your exit, explore legal options like state default laws, mediation, or judicial dissolution.
By taking the proper steps, you can exit the LLC without lingering liabilities or financial headaches.
If you’re planning to leave a multi-member LLC, consult a business attorney or CPA to ensure you follow the correct legal and financial process. A well-executed exit protects your assets and helps you move forward confidently.
Do you need a lawyer for your business?
The biggest question now is, "Do you need a lawyer for your business?” For most businesses and in most cases, you don't need a lawyer to start your business. Instead, many business owners rely on Legal GPS Pro to help with legal issues.
Legal GPS Pro is your All-In-One Legal Toolkit for Businesses. Developed by top startup attorneys, Pro gives you access to 100+ expertly crafted templates including operating agreements, NDAs, and service agreements, and an interactive platform. All designed to protect your company and set it up for lasting success.
Legal GPS Pro
Protect your business with our complete legal subscription service, designed by top startup attorneys.
- ✅ Complete Legal Toolkit
- ✅ 100+ Editable Contracts
- ✅ Affordable Legal Guidance
- ✅ Custom Legal Status Report
Tax Strategies for Passing an LLC to Heirs in 2025
Transferring your LLC to heirs isn’t just about estate planning—it’s also about navigating one of the biggest tax events your family may ever face....
How to Value Your LLC for Succession Planning
A solid succession plan starts with one critical number: the value of your LLC. Whether you're preparing to gift ownership to family, sell to a...